Shreedhar Spinners Ltd Directors Report

OUR MANAGEMENT

In terms of the Companies Act and our Articles of Association, our Company is authorised to have a minimum of three Directors and a maximum of up to fifteen Directors. As on the date of this Red Herring Prospectus, we have five (5) Directors on our Board, comprising of one (1) Executive Directors and two (2) Non-Executive Non-Independent Director and two (2) Non-Executive Independent Directors. Out of five (5) Directors, we have two (2) women Directors on our Board. Our Company is in compliance with the laws prescribed under the SEBI Listing Regulations and the Companies Act in relation to the composition of our Board and constitution of committees thereof.

The following table sets forth the details regarding the Board of Directors of our Company as on the date of filing of this Red Herring Prospectus:

Name, Designation, Date of Birth, Address, Occupation, Period of Directorship, Current Term, Nationality & DIN	Age (Years)	Other Directorships
Dharmendra Mohandas Goyal	57	Indian Companies
Designation: Chairman & Managing Director
Date of Birth: September 23, 1968		1. Shreedhar Cotsyn Private Limited
Address: HA 4, Jolly Highrise Apartment, Pali Mala Road, Near Pali Naka, Mumbai 400050, Maharashtra Occupation: Business		2. The Cotton Textiles Export Promotion Council
Period of directorship: Since December 9, 2020		Foreign Companies
Current Term: For a term of three years with effect from December 11, 2025		Nil
Nationality: Indian
DIN: 00163777
Vishal Agarwal	51	Indian Companies
Designation: Non-Executive Non-Independent Director
Date of Birth: November 5, 1974		1. SRM Fibres Private Limited
Address: 403/404 Shree Rudraksh Co-op. Hsg. Soc. Ltd.,		2. Ram Kripa Print and Pack Private
Nariman Road, Vile Parle East, Mumbai 400057,		Limited
Maharashtra		3. Shreedhar Cotsyn Private Limited
Occupation: Business		4. SRM Spinners Limited
Period of directorship: Since December 9, 2020		5. Himtex Textiles Private Limited
Current Term: Liable to retire by rotation		6. Ram Krupa Properties Private
Nationality: Indian		Limited
DIN: 00376242		7. Shree Nagani Silk Mills Private
		Limited
		8. Siddhartha Super Spinning Mills
		Limited
		Foreign Companies
		Nil
Sunita Dharmendra Goyal	54	Indian Companies
Designation: Non-Executive Non-Independent Director		Nil
Date of Birth: February 16, 1972
Address: HA 4, Jolly Highrise Apartment, Pali Mala Road, Near Pali Naka, Bandra West, Mumbai 400050, Maharashtra		Foreign Companies Nil
Occupation: Service
Period of directorship: Since October 6, 2025
Current Term: Liable to retire by rotation
Nationality: Indian
DIN: 11325609
Name, Designation, Date of Birth, Address,	Age	Other Directorships
Occupation, Period of Directorship, Current Term,	(Years)
Nationality & DIN
Bhavsar Utsav Sumantkumar	32	Indian Companies
Designation: Non-Executive Independent Director
Date of Birth: August 13, 1993		1. Kesar India Limited
Address: Opposite Gram Panchayat, Kadiyadara,		2. Pramara Promotions Limited
Sabarkantha 383440, Gujarat, India		3. Uniza Lifecare Limited
Occupation: Professional
Period of directorship: December 11, 2025		Foreign Companies
Current Term: For a term of five years with effect from		Nil
December 11, 2025
Nationality: Indian
DIN: 10121169
Atri Maheshvariben Nileshkumar	31	Indian Companies
Designation: Non-Executive Independent Director
Date of Birth: January 18, 1995		1. Mother Nutri Foods Limited
Address: Main Bajar, Near Avad Mandir, Kalyanpur,
Devbhumi Dwarka, Jamkalyanpur 361320 Gujarat,		Foreign Companies
India.		Nil
Occupation: Professional
Period of directorship: December 11, 2025
Current Term: For a term of five years with effect from
December 11, 2025
Nationality: Indian
DIN: 11091124

Brief Profile of Directors of our Company:

Dharmendra Mohandas Goyal aged 57 years is the Promoter, Chairman & Managing Director of our Company. He holds a degree in Bachelor of Commerce from University of Mumbai and holds the certificate of passing from Institute of Chartered Accountant of India. He has over 25 years of experience in textile fibres and yarns. He is an elected Member and Director of The Cotton Textiles Export Promotion Council (TEXPROCIL), where he contributes to industry representation and export development initiatives. He is responsible for the overall strategic direction of the Company, with specific focus on marketing of the product, product quality, and sustainable long-term growth.

Vishal Agarwal aged 51 years is the Promoter and Non-Executive Non-Independent Director of our Company. He holds a degree in Bachelor of Commerce from University of Mumbai and holds certificate of membership from Institute of Chartered Accountant of India. He has over 25 years of experience in managing the production operations of spinning units. Over the years, he has acquired comprehensive technical knowledge of spinning systems and has been instrumental in implementing modern technologies and process-improvement practices across the production processes.

Sunita Dharmendra Goyal aged 54 years is the Promoter and Non-Executive Non-Independent Director of our Company. She holds a degree in Bachelor of Commerce from University of Mumbai. She has experience of over a decade in environment and social welfare. Currently she is the President of the Rotary Club of Mumbai Divas for the 2025-2026 term, where she successfully leads a team of 127 members in various social and community service projects.

Bhavsar Utsav Sumantkumar aged 32 years is the Non-Executive Independent Director of our Company. He holds degree in Bachelors of Law (LLB) and Masters in Commerce from Gujarat University and holds certificate of membership form Institute of Company Secretaries of India. He has experience of 6 years in corporate governance, secretarial compliance, and regulatory affairs across listed and private companies. He is currently serving as the Company Secretary at Uniza Lifecare Private Limited.

Atri Maheshvariben Nileshkumar aged 31 years is the Non-Executive Independent Director of the company. She holds degree in Master of Arts (External) from Saurashtra University and holds a degree in Masters of Education from Indian Institute of Teacher Education, Gujarat. She has approximately 4 years of experience in teaching. Prior to joining our company, she was a visiting facility at Shree M. D. Mehta Science School where her role was providing education.

Confirmations

None of our Directors were or are directors of listed company, during the preceding five years of this Red Herring Prospectus whose shares have been or were suspended from being traded on any stock exchanges during his / her tenure as a director of such listed company.

None of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock exchange during the term of their directorship in such company.

Further, none of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers or Fugitive Economic Offender as defined under the SEBI ICDR Regulations.

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, or companies in which they have an interest in, by any person, either to induce any of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company.

Except as stated in Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions on pages 223 there are not any conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the company) and the Company, Key Managerial Personnel, Directors. There are no conflict of interest between the lessor of the immovable properties, (crucial for operations of the company) and the Company, Directors and Key Managerial Personnel.

Relationship between our Directors

Except as mentioned below, none of the Directors are related to each other:

Name of Director	Relation with	Relationship
Dharmendra Mohandas Goyal	Sunita Dharmendra Goyal	Spouse
Dharmendra Mohandas Goyal	Varesh Goyal	Son
Sunita Dharmendra Goyal	Varesh Goyal	Son

Arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which our Directors were selected as a Director

There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Directors have been appointed on the Board.

Service contract with Directors

None of our Directors have entered into service contracts with our Company which provide benefits upon termination of employment.

Terms of employment of our Managing Director

1. Dharmendra Mohandas Goyal

He was appointed as the Chairman and Managing Director of our Company pursuant to the resolution passed by our Shareholders on December 11, 2025, for a period of three years with effect from December 11, 2025 on the following terms:

1. Remuneration: Not exceeding 1,00,00,000 /- per annum from December 11, 2025. Salary structure can be reviewed and/ or revised by the Board within the limits prescribed under the Companies Act 2013 that he is entitled to in accordance with the Companys Rules and Regulations in force from time to time.

2. Subject to the superintendence, direction and control of the Board of Directors of the Company, the Managing Director shall be entrusted with substantial powers of management and also such other duties and responsibilities as may be entrusted to him by the Board of Directors from time to time including but not limited to responsibilities as described in the Companies Act, 2013.

Sitting fees and commission of our Non-Executive Directors and Independent Directors

Our Board, pursuant to its resolution dated November 18, 2025 has decided that each of our Non- Executive Directors and Independent Directors is entitled to receive sitting fees of 1,00,000/- for attending each meeting of our Board and the committees constituted of the Board.

Payment or benefits to Directors

The details of payments and benefits made to our Directors by our Company, in the Financial Year 2026 are as follows:

Executive Directors

S. No. Name of the Executive Director	Designation	Gross Amount ( Rs.in Lakhs.)
1 Dharmendra Mohandas Goyal**	Chairman & Managing Director	3.83

** Remuneration has been paid w.e.f. February 01, 2026 Non-Executive Non-Independent Directors

S. No. Name of the Non-Executive Directors & Independent Director	Designation	Amount ( in Lakhs.)
1. Sunita Dharmendra Goyal*	Non-Executive Non-Independent Director	Nil*
2 Vishal Agarwal	Non-Executive Non-Independent Director	Nil

Appointed w.e.f October 6, 2025

Non-Executive Directors and Independent Directors

S. No. Name of the Non-Executive Directors & Independent Director	Designation	Amount ( in Lakhs.)
1. Bhavsar Utsav Sumantkumar#	Non-Executive Independent Director	0.28#
2. Atri Maheshvariben Nileshkumar#	Non-Executive Independent Director	0.28#

# Appointed w.e.f December 11, 2025

Remuneration paid or payable to our Directors from our Subsidiaries

As on the date of this Red Herring Prospectus, our Company does not have any subsidiaries.

Bonus or profit-sharing plan of the Directors

None of our Directors are entitled to any bonus or profit-sharing plan of our Company.

Contingent or Deferred Compensation to our Directors

There is no contingent or deferred compensation payable to our Directors which does not form part of their remuneration

Shareholding of Directors in our Company

As per our Articles of Association, our Directors are not required to hold any qualification shares.

Except as disclosed below, none of our Directors hold any Equity Shares, as on the date of this Red Herring Prospectus:

Name of Director	No. of Equity Shares held	% of the Pre-Offer paid up share capital
Vishal Agarwal	1,75,000	1.12%
Dharmendra Mohandas Goyal	1,10,000	0.70%
Sunita Dharmendra Goyal	70,000	0.45%
Total	3,55,000	2.27%

Interests of our Directors

All our Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to them by our Company. Our Non-Executive Director or Independent Directors may be deemed to be interested to the extent of as sitting fees and commission, if any, payable to them for attending meetings of our Board or Committees thereof as approved by our Board and or shareholders and reimbursement of expenses payable to them, as approved by our Board. For further details, please see the section entitled "Terms of Appointment of our Managing Director" and "Payment or benefit to Directors of our Company" on page 168 and 169.

Further, except as disclosed under Shareholding of Directors in our Company above, none of our Directors hold any Equity Shares or any other form of securities in our Company. Further, our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares held by them in the Company.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in which any of our Directors are interested, by any person, either to induce him to become, or to qualify him, as a Director, or otherwise for services rendered by our Directors or by the firm or company in which they are interested, in connection with the promotion or formation of our Company. For details, see "Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions" on page 223.

None of our Directors have any interest in any property acquired or proposed to be acquired of our Company or by our Company.

None of our Directors have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery.

No loans have been availed by the Directors from our Company. Further, none of the beneficiaries of loans, advances and sundry debtors are related to the Directors of our Company, except to the extent of related party transactions already disclosed under "Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions" on page 223.

There is no material existing or anticipated transaction whereby Directors will receive any portion of the proceeds from the Offer.

As on the date of this Red Herring Prospectus, except for Vishal Agarwal, Dharmendra Mohandas Goyal and Sunita Dharmendra Goyal who are the Promoters of our Company, none of our other Directors are interested in the promotion of our Company. For further details, see "Our Promoters and Promoter Group" on page 181.

Changes in Board of Directors in Last 3 Years

Except as mentioned below, there have been no changes in our Directors in the last three years:

Name	Date of Change	Reason
Varesh Goyal	September 14, 2024	Appointment as an Additional Director
Varesh Goyal	September 27, 2024	Change in designation as Non-Executive Director
Varesh Goyal	September 5, 2025	Resignation from Directorship due to personal reasons
Sunita Dharmendra Goyal	October 6, 2025	Appointment as an Additional Non-Executive Non- Independent Director*
Dharmendra Mohandas Goyal	November 18, 2025	Change in designation as Chairman & Managing Director#
Bhavsar Utsav Sumantkumar	December 11, 2025	Appointment as Non-Executive Independent Director
Atri Maheshvariben Nileshkumar	December 11, 2025	Appointment as Non-Executive Independent Director

* Regularized as a Non-Executive Non-Independent Director pursuant to a resolution passed in the EGM dated December 11, 2025

# Regularized as a Managing Director pursuant to a resolution passed in the EGM dated December 11, 2025 Details of Borrowing Powers of Directors

In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant to Board resolution passed at the Board Meeting dated October 6, 2025 and Special resolution passed at the ExtraOrdinary General Meeting dated November 1, 2025, our Board is authorised to borrow money by way of term loans, fund based, non-fund-based credit facilities, working capital facilities or any other kind of financial assistance, whether secured or unsecured, granted by banks and financial institutions or otherwise, subject to an overall limit not exceeding

250 crores or the aggregate of the paid up capital and free reserves of the company, whichever is higher.

Corporate Governance

The provisions of the Companies Act, 2013, SEBI LODR Regulations and SEBI ICDR Regulations relating to corporate governance, will be applicable to our Company immediately upon the listing of our Companys Equity

Shares on the Stock Exchanges. We are in compliance to the extent applicable with the requirements of the SEBI LODR Regulations, the Companies Act, 2013 and other applicable regulations, in respect of corporate governance in respect of the constitution of the Board and Committees thereof, and formulation and adoption of policies.

As on the date of filing of the Red Herring Prospectus, our Board of Directors consist of five (5) directors of which one (1) Executive Director, two (2) Non-Executive Non-Independent Director, two (2) are Non-Executive Independent Directors, and we have two (2) women directors on the Board. The constitution of our Board is in compliance with the Companies Act, 2013 and SEBI LODR Regulations, to the extent applicable.

Committees of our Board

The Board of Directors functions either as a full board or through various committees constituted to oversee specific operational areas. In addition to the Committees detailed below, our Board of Directors may, from time to time constitute other committees for various functions as may be required.

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following committees of our Board:

(a) Audit Committee

(b) Stakeholders Responsibility Committee (c) Nomination and Remuneration Committee

(a) Audit Committee

Our Company has constituted an Audit Committee ("Audit Committee"), vide Board Resolution dated December 11, 2025 as per the applicable provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The current constituted Audit Committee comprises following members:

Name of the Directors	Status in Committee	Nature of Directorship
Bhavsar Utsav Sumantkumar	Chairman	Non-Executive Independent Director
Atri Maheshvariben Nileshkumar	Member	Non-Executive Independent Director
Vishal Agarwal	Member	Non-Executive Non- Independent Director

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:

Terms of Reference for the Audit Committee:

The Audit Committee shall be responsible for, among other things, as may be required by the stock exchanges from time to time, for the following:

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);

5. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Modified opinion(s) in the draft audit report.

6. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

7. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;

8. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

9. Approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed ;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of undertakings or assets of the Company, wherever it is necessary;

12. Evaluation of internal financial controls and risk management systems;

13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing the security and control aspects of the information technology and connectivity systems;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

18. Reviewing compliance with internal and statutory audit reports and examine reasons for substantial defaults and delays in implementing audit recommendations;

19. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

20. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders

(in case of non-payment of declared dividends) and creditors;

21. Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;

22. Reviewing the functioning of the whistle blower mechanism;

23. Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;

24. Review of statutory compliances and legal cases

25. Identification of list of key performance indicators and related disclosures in accordance with the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, for the purpose of the Companys proposed initial public offering;

26. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate; and

27. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

28. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

29. Carrying out any other functions required to be carried out by the Audit Committee in terms of applicable law.

The Audit Committee shall mandatorily review the following information:

-Management discussion and analysis of financial condition and results of operations;

-Management letters / letters of internal control weaknesses issued by the statutory auditors;

-Internal audit reports relating to internal control weaknesses;

-The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee; and -statement of deviations in terms of the SEBI Listing Regulations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of the SEBI Listing Regulations; b. annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of the SEBI Listing Regulations.

The Audit Committee shall meet at per the requirement of the Company subject to minimum number of Meetings as per the applicable Act(s)/ Regulation(s)/ Rule(s), and shall have the authority to investigate into any matter in relation to the items specified under the terms of reference or such other matter as may be referred to it by the Board and for this purpose, shall have full access to information contained in the records of the Company and shall have power to seek information from any employee, obtain external professional advice, and secure attendance of outsiders with relevant expertise if necessary.

(b) Stakeholders Relationship Committee

Our Company has constituted the Stakeholders Relationship Committee as per the applicable provisions of the Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulation, 2015 vide Resolution dated December 11, 2025. The constituted Stakeholders Relationship Committee comprises the following:

Name of the Directors	Status in Committee	Nature of Directorship
Vishal Agarwal	Chairman	Non-Executive Non-Independent Director
Sunita Dharmendra Goyal	Member	Non-Executive Non-Independent Director
Bhavsar Utsav Sumantkumar	Member	Non-Executive Independent Director

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

The powers of the Stakeholders Relationship Committee shall be as follows:

-resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

-reviewing of adherence to the service standards adopted by the Company with respect of various services being rendered by the registrar and share transfer agent of our Company and to recommend measures of overall improvement in the quality of investor services;

-review of measures taken for effective exercise of voting rights by shareholders;

-review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

-Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities and ensure proper and timely attendance and redressal of investor queries and grievances;

-Giving effect to all transfer or transmission of shares and other securities, dematerialisation of shares and rematerialisation of shares, split and issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company, compliance with all requirements related to shares and other securities from time to time;

-Considering and soecifically looking into various aspects of interest of shareholders, debenture holders or holders of any other securities;

-Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; and

-carrying out any other functions required to be carried out by the Stakeholders Relationship Committee as contained in the Listing Regulations or any other applicable law, as and when amended from time to time."

(c) Nomination and Remuneration Committee

Our Company has constituted the Nomination and Remuneration Committee, vide Board Resolution dated December 13, 2025 as per the applicable provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The Nomination and Remuneration Committee comprise the following:

Name of the Directors	Status in Committee	Nature of Directorship
Bhavsar Utsav Sumantkumar	Chairman	Non-Executive Independent Director
Atri Maheshvariben Nileshkumar	Member	Non-Executive Independent Director
Sunita Dharmendra Goyal	Member	Non-Executive Non-Independent Director

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

The role of the Nomination and Remuneration Committee shall be as follows:

-formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel, senior management personnel and other employees. -for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may -use the services of an external agencies, if required; -consider candidates from a wide range of backgrounds, having due regard to diversity; and -consider the time commitments of the candidates; The Nomination and Remuneration Committee, while formulating the above policy, should ensure that: -the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; -relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and -remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. -formulation of criteria for evaluation of performance of independent directors and the Board; -devising a policy on diversity of Board; -identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; -whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; -recommend to the board, all remuneration, in whatever form, payable to senior management;

-Periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any proposed changes;

-Ensuring proper induction program for new directors, key managerial personnel and senior management and reviewing its effectiveness along-with ensuring that on appointment, they receive a formal letter of appointment in accordance with guidelines provided under the Companies Act, 2013;

-Developing a succession plan for the Board and senior management and regularly reviewing the plan;

-Performing such other activities as may be delegated by the Board and/or specified/provided under the Companies Act, the Listing Regulations or by any other regulatory authority; and -carrying out any other activities as may be delegated by the Board of Directors and functions required to be carried out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time."

Management Organization Structure

The following chart depicts our Management Organization Structure:

Key Managerial Personnel and Senior Management

Key Managerial Personnel

In addition to Dharmendra Mohandas Goyal, our Chairman and Managing Director, Vishal Agarwal, our Non-Executive Non-Independent Director whose details have been provided under the paragraph Our Management -Brief profile of our Directors on page 167, the details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus, are as follows:

Varesh Goyal, aged 26 years is the Chief Financial Officer of our Company and has been involved in managerial and finance functions within the holding company since 2023. He holds a degree in Bachelor of Business Administration from Narsee Monjee Institute of Management Studies University. He has been associated with our company since November 18, 2025 as a CFO and is responsible for Accounts & Finance and marketing function in the Company. He has more than 2 years of experience in consultancy and portfolio valuation. Prior to joining our Company, he was associated with Kroll Global Solutions LLP and also currently he is working with our Holding Company. Since he was appointed on November 18, 2025, he was paid gross remuneration of 1.92 Lakhs for his role as Chief Financial Officer in our Company in Financial year 2026.

Mitesh Pravinbhai Patel aged 40 years is the Company Secretary and Compliance Officer of our Company. He holds degree in Bachelor of Commerce from University of Mumbai and holds certificate of membership from Institute of

Company Secretaries of India and he has been associated with our Company since March 2, 2024 and is responsible for ensuring compliance with statutory and regulatory requirements of our Company. He has around 9 years of experience in auditing, compliance monitoring and secretarial work. Prior to joining our Company, he was associated with Sarda & Pareek LLP, Chartered Accountants. He was paid gross remuneration of 1.80 Lakhs for his role as Company Secretary and Compliance Officer in our Company in Financial year 2026.

Senior Management Personnel

In addition to the Company Secretary and the Chief Financial Officer of our Company, whose details are provided in

"Our Management Key Managerial Personnel" on page 176, the details of our Senior Management, as on the date of this Red Herring Prospectus are as follows:

Ajit Katiyar, aged 50 years, is the General Manager Operations of our company. He holds Diploma in Textile Technology from Board of Technical Education, Uttar Pradesh. He has been associated with our Company since June 25, 2025 and is responsible for the complete operations of the Spinning Division such as manufacturing efficiency, quality control, production scheduling, manpower allocation and cost optimization. He has experience of more than 8 years in production. Prior to joining our Company, he was associated with Sintex Industries Limited and Nahar Industrial Enterprises Limited. Since he was appointed on June 25, 2025, he was paid gross remuneration of 13.63 Lakhs for his role as General Manager Spinning in our Company in Financial year 2026.

Manoj Gyaneshwar Kshirsagar, aged 46 years, is the General Manager (HR, IR & Administration) of our company. He passed Bachelor of Commerce from Dr. Harisingh Gour Vishwavidyalaya, Sagar (M.P.) and Post Graduate Diploma in Computer Applications from All India Society for Electronics and Computer Technology. He also holds Bachelor of Law degree from Sagar University. He has been associated with our Company since January 1, 2022 and is responsible for HR management, industrial relations, statutory compliance, labour laws, contract manpower management and training & development. He has experience of 8 years in HR, IR and Administration Department. Since he was appointed on January 1, 2022, he was paid gross remuneration 13.19 Lakhs for his role as General Manager (HR, IR & Administration) in our Company in Financial year 2026.

Kavitha Pandian, aged 39 years, is the Manager (Accounts & Finance) of our company. She holds a degree in Bachelor of Commerce (Accounting and Finance) from University of Mumbai. She has been associated with our Company since November 01, 2025 and is responsible for accounting, statutory compliance, treasury operations, MIS reporting and ERP implementation, financial reporting, GST/TDS compliance, audit coordination, and accounts management for the Company. She has more than a decade of experience in accounts, taxation, finance and corporate supporting. Prior to joining our Company, she was associated with Shreedhar Cotsyn Private Limited. Since she was appointed on November 01, 2025, she was paid gross remuneration of 3.11 Lakhs for her role as Manager (Accounts & Finance) in our Company in Financial year 2026.

Sameer Kamat, aged 49 years, is the Senior Manager (Raw Materials) of our company. He holds a degree in Bachelor of Arts from University of Mumbai. He has been associated with our Company since June 1, 2024, and is responsible for procurement of cotton, execution of forex and commodity hedging strategies, market analysis and managing price risk. He has 10 years of experience in stock broking, commodities trade and foreign exchange broking. Prior to joining our Company, he was associated with Shreedhar Cotsyn Private Limited and Kotak Commodity Services Private Limited. Since he was appointed on June 1, 2024, he was paid gross remuneration of 14.28 Lakhs for his role as Senior Manager (Purchase) in our Company in Financial year 2026.

Confirmations

Except as disclosed under the heading "Relationship between our Directors" hereinabove, none of the key managerial personnel and Senior Management are related to each other or to our Promoters or to any of our Directors.

All our Key Managerial Personnel and Senior Management are permanent employees of our Company.

There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our other Key Managerial Personnel or Senior Management were selected as key managerial personnel or senior management personnel.

Interest of Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel and Senior Management have any interest in our Company, other than to the extent of (i) the remuneration or benefits to which they are entitled in accordance with the terms of their appointment or reimbursement of expenses incurred by them during the ordinary course of business, and (ii) the Equity Shares held by them, if any, and any dividend payable to them and other benefits arising out of such shareholding.

There is no contingent or deferred compensation accrued for the year payable to the Key Managerial Personnel or Senior Management, even if the compensation is payable at a later date.

Other than as disclosed in this section and as disclosed in "Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions" on page 223, our Company has not paid any compensation or granted any benefit to any of our Key Managerial Personnel and Senior Management in all capacities in Fiscal 2025.

No loans have been availed by our Key Management Personnel or Senior Management from our Company as on the date of this Red Herring Prospectus.

For further details of the interest of our Executive Directors in our Company, see "Interests of Directors" on page 170.

Payment or Benefit to Key Managerial Personnel and Senior Management

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer of our Company, including our Directors, Key Managerial Personnel, Senior Management, is entitled to any benefits upon termination of employment under any service contract entered into with our Company.

Except as disclosed in "Interests of Directors" on page 170 and stated otherwise in this Red Herring Prospectus and any statutory payments made by our Company, no amount or benefits in kind has been paid or given, in the two years preceding of the date of this Red Herring Prospectus, or is intended to be paid or given to any of our Companys officers including the Key Managerial Personnel and Senior Management except remuneration and re-imbursements for services rendered as Directors, officers or employees of our Company.

Bonus or profit-sharing plans for our Key Managerial Personnel or Senior Management

Other than as disclosed in "Bonus or profit-sharing plan of the Directors", and the annual variable payments which our Key Managerial Personnel or Senior Management are entitle to, our Key Managerial Personnel or Senior Management are not parties to any bonus or profit-sharing plan of our Company.

Shareholding of our Key Managerial Personnel or Senior Management in our Company

Except as disclosed below and in "Shareholding of Directors in our Company", none of our Key Managerial Personnel or Senior Management hold any Equity Shares.

Name of Director	No. of Equity Shares held	% of the Pre-Offer paid up share capital
Varesh Goyal	42,500	0.27 %
Total	42,500	0.27 %

Changes in Key Managerial Personnel and Senior Management Personnel in the three immediately preceding years.

Except as mentioned below, there have been no changes in our Key Managerial Personnel and Senior Management Personnel in the last three years:

Name	Date of appointment / change in designation / cessation	Reason
Shraddha Agarwal	April 15, 2022	Appointment as a Company Secretary
Hiremath DC	February 01, 2023	Appointment as a General Manager Operations
Shraddha Agarwal	March 1, 2024	Resignation from the position of Company
		Secretary due to personal reasons
Mitesh Pravinbhai Patel	March 2, 2024	Appointment as a Company Secretary
Sameer Kamat	June 01, 2024	Appointment as Senior Manager (Raw Materials)
Ajit Katiyar	June 25, 2025	Appointment as a General Manager Operations
Name	Date of appointment / change in designation / cessation	Reason
Hiremath DC	July 31, 2025	Resignation from the position of General Manager
		Operations due to personal reasons
Kavitha Pandian	November 01, 2025	Appointment as Manager (Accounts & Finance)
Mitesh Pravinbhai Patel	November 18, 2025	Appointment as Compliance Officer
Varesh Goyal	November 18, 2025	Appointment as a Chief Financial Officer

Employee stock option schemes

As on date of this Red Herring Prospectus, our Company does not have any employee stock option scheme.

OUR PROMOTER AND PROMOTER GROUP Our Promoters

The promoters of our Company are Vishal Agarwal, Dharmendra Mohandas Goyal, Sunita Dharmendra Goyal, Varesh Goyal, Pooja Agarwal and Shreedhar Cotsyn Private Limited. As on date of this Red Herring Prospectus, our Promoters in aggregate, holds 1,49,27,100 Equity Shares in our Company, representing 95.38 % of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company. For details of the build-up of shareholding of the Promoter in our Company, see "Capital Structure Capital Build Up in respect of shareholding of our Promoters" on page 83 of this RHP.

Details of our Individual Promoters are as follows:

Dharmendra Mohandas Goyal is one of our Promoters, Chairman and Managing Director of our Company. For a complete profile of Dharmendra Mohandas Goyal, i.e., his date of birth, age, residential address, educational qualifications, professional experience, his business and financial activities, positions / posts held in the past, other directorships, other ventures and special achievements, please see "Our Management" on page 167.

As on date of filing of this Red Herring Prospectus, Dharmendra Mohandas Goyal holds 1,10,000 Equity Shares representing 0.70 % of the subscribed and paid-up Equity Share capital of our Company. His permanent account number is AAFPG3024K Other than as disclosed in "Our Promoter and Promoter Group" and "Our Management" on pages 181 and 167, respectively, Dharmendra Mohandas Goyal is not involved in any other venture.

Vishal Agarwal is one of our Promoters who is a Non

- Executive Non-Independent Director of our Company. For a complete profile of Vishal Agarwal, i.e., his date of birth, age, residential address, educational qualifications, professional experience, his business and financial activities, positions / posts held in the past, other directorships, other ventures and special achievements, please see "Our Management" on page 167.

As on date of filing of this Red Herring Prospectus, Vishal Agarwal holds 1,75,000 Equity Shares representing 1.12 % of the subscribed and paid-up Equity Share capital of our Company. His permanent account number is AAIPA3210C Other than as disclosed in "Promoter Group" and "Our Management" on pages 181 and 167, respectively, Vishal Agarwal is not involved in any other venture.

Varesh Goyal is one of our Promoters who is the Chief Financial Officer of our Company. For a complete profile of Varesh Goyal, i.e., his date of birth, age, residential address, educational qualifications, professional experience, his business and financial activities, positions / posts held in the past, other directorships, other ventures and special achievements, please see "Our Management" on page 167.

As on date of filing of this Red Herring Prospectus, Varesh Goyal holds 42,500 Equity Shares representing 0.27 % of the subscribed and paid-up Equity Share capital of our Company. His permanent account number is CNWPG5932J Other than as disclosed in "Promoter Group" and "Our Management" on pages 181 and 167, respectively, Varesh Goyal is not involved in any other venture.

Sunita Dharmendra Goyal is one of our Promoters who is a Non - Executive Non-Independent Director of our Company. For a complete profile of Sunita Dharmendra Goyal, i.e., her date of birth, age, residential address, educational qualifications, professional experience, her business and financial activities, positions / posts held in the past, other directorships, other ventures and special achievements, please see "Our Management" on page 167.

As on date of filing of this Red Herring Prospectus, Sunita Dharmendra Goyal holds 70,000 Equity Shares representing 0.45% of the subscribed and paid-up Equity Share capital of our Company. Her permanent account number is ADTPG3131E Other than as disclosed in "Promoter Group" and "Our Management" on pages 181 and 167, respectively, Sunita Dharmendra Goyal is not involved in any other venture.

Pooja Agarwal is one of our Promoters of our

Company.

Date of Birth: June 11, 1976

Address: 403/404, Shree Rudraksh Coop Hsg Ltd.,

Nariman Road, Vile Parle East, Mumbai, Mumbai,

Maharashtra - 400057

Profile of Pooja Agarwal is as follows:

Pooja Agarwal aged 49 years, is the Promoter of our Company. She holds a Bachelor of Commerce from University of Mumbai and holds certificate of membership from Institute of Chartered Accountant of India. She currently serves as a Director in Ram Krupa Properties Private Limited and Muran Property Developers Private Limited. She has more than 7 years of experience in accounting and finance. As on date of filing of this Red Herring Prospectus, Pooja Agarwal holds 30,000 Equity Shares representing 0.19% of the subscribed and paid-up Equity Share capital of our Company.

Her permanent account number is ABYPA9994J. Other than as disclosed in "Promoter Group" on page 181, Pooja Agarwal is not involved in any other venture.

Our Company confirms that the permanent account number, bank account number, passport number, Aadhar number and driving license number of our Individual Promoters shall be submitted to the Stock Exchange at the time of filing of this Red Herring Prospectus.

Details of our Corporate Promoter, Shreedhar Cotsyn Private Limited (SCPL) are as follows:

Corporate Information:

Shreedhar Cotsyn Private Limited was incorporated on December 9, 2010, as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Mumbai at Maharashtra. The registered office of Shreedhar Cotsyn Private Limited is at A-404, Gokul Arcade, Subhash Road, Vile Parle (East), Mumbai City, Mumbai - 400057, Maharashtra, India. Its CIN is U17120MH2010PTC210851.

Nature of Business:

Shreedhar Cotsyn Private Limited is in the business of trading Cotton and Yarns.

Shareholders of Shreedhar Cotsyn Private Limited:

The shareholding pattern of SCPL as of the date of this Red Herring Prospectus is set out below:

Sr. No. Name	Number of shares	Shareholding (%)
1. Ram Krupa Properties Pvt Ltd	4,00,000	40.17%
2. Dharmendra Mohandas Goyal	3,97,200	39.89%
3. Vishal Agarwal	97,500	9.79%
4. Sunita Dharmendra Goyal	1,00,000	10.05%
5. Twinkle Adukia	100	0.01%
6. Mohan Das Goyal	100	0.01%
7. Varesh Goyal	100	0.01%
8. Aditi Goyal	100	0.01%
9. Amit Jain	100	0.01%
10. Sandeep Adukia HUF	100	0.01%
11. Kusumdevi	100	0.01%
12. Pooja Agarwal	100	0.01%
13. Rakesh Gupta	100	0.01%
14. Sangeeta Gupta	100	0.01%
Total	9,95,700	100.00%

Corporate Structure of Shreedhar Cotsyn Private Limited:

Particulars	Amount ( )
Authorised Share Capital
10,00,000 equity shares of face value of 10 each	1,00,00,000
Paid Up Share Capital
9,95,700 equity shares of face value of 10 each	99,57,000

Details of change in control:

There has been no change in control of Shreedhar Cotsyn Private Limited in the last three years preceding the date of this Red Herring Prospectus.

Promoter of Shreedhar Cotsyn Private Limited:

The promoters of Shreedhar Cotsyn Private Limited are Vishal Agarwal & Dharmendra Mohandas Goyal.

Board of Directors of Shreedhar Cotsyn Private Limited:

Sr. No. Name	Designation
1. Dharmendra Mohandas Goyal	Director
2. Vishal Agarwal	Director

Our Company confirms that the PAN, bank account number, the company registration number and the address of the

Registrar of Companies where Shreedhar Cotsyn Private Limited is registered shall be submitted to the Stock Exchange at the time of filing of this Red Herring Prospectus.

Pursuant to the board resolution dated February 23, 2026 in terms of SEBI ICDR Regulations, our Board has taken on record Shreedhar Cotsyn Private Limited, Vishal Agarwal, Dharmendra Mohandas Goyal, Sunita Dharmendra Goyal, Varesh Goyal and Pooja Agarwal as the Promoters of the Company. For details on their respective shareholding build up, please refer to Chapter titled "Capital Structure" on page 73 of this Red Herring Prospectus.

Change in control of our Company

There has not been any change in the control of our Company in the five years immediately preceding the date of this Red Herring Prospectus.

Interest of Promoter in promotion of our Company

Our Promoters are interested in our Company to the extent (i) that they have promoted our Company (ii) of their respective shareholding directly or indirectly along with that of their relatives in our Company, (iii) their directorship in our Company (wherever applicable), (iv) interest payable on the loans provided to our Company and (v) the dividends payable, if any, and any other distributions in respect of his shareholding in our Company or the shareholding of his relatives in our Company. For further details of our Promoters shareholding, see "Capital Structure" on page 73 of this RHP. For further details of interest of our Promoter in our Company, see "Capital Structure", "Our Management Interest of Directors" and "Restated Financial Statements" on pages 73, 170 and 192 of this RHP.

Interest of Promoter in property of our Company

Our Promoter is not interested in any transaction in acquisition of land or property, construction of building and supply of machinery, or any other contract, agreement or arrangement entered into by the Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Business Interests

No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which such Promoter is interested as a member, in cash or shares or otherwise by any person either to induce them to become or to qualify them as a Director (as applicable) or otherwise for services rendered by them or by such Promoters or such firm or company in connection with the promotion or formation of our Company.

For details of related party transactions entered into by our Company with our Promoters during the financial year immediately preceding the date of this Red Herring Prospectus, please see "Restated Financial Information

Annexure XXXIX: Statement of Related Parties & Transactions" on page 223."

Payment or benefits to our Promoter or our Promoter Group

There has been no payment of benefits to our Promoters or the Promoter Group during the two years immediately preceding the date of filing of this Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoter or any member of the Promoter Group by the Company as on the date of this Red Herring Prospectus except remuneration and interest on Loan received by Promoters and member of Promoter Group as stated in "Restated Financial Statements" beginning on page 192.

Our Company has not entered into any contract, agreement or arrangements during the two years immediately preceding the date of this Red Herring Prospectus and does not propose to enter into any such contract in which our Promoters or the Promoter Group are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made other than as disclosed in "History and Certain Corporate Matters Shareholders Agreements and Other Agreements", "Our Management" and

" Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions on pages 164, 167 and 223 respectively.

Companies or firms with which our Promoter has disassociated in the last three years

Except as below, Our Promoters have not disassociated himself from any company or firm in the three years immediately preceding the date of this Red Herring Prospectus.

Name of the Promoter	Year of dissociation	Name of the Firm/Company	Reason for Dissociation
Dharmendra Mohandas Goyal	2024	Siddhartha Super Spinning Mills Limited	Due to personal reasons

Material Guarantees

Other than as disclosed in "Financial Indebtedness Guarantee" on page 235, our Promoter have not given any material guarantees to any third parties with respect to the Equity Shares of our Company, on behalf of the Company.

Confirmations

Our Promoter and members of our Promoter Group have not been declared wilful defaulters or fraudulent borrowers by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by Reserve Bank of India.

Our Promoter and members of our Promoter Group have not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoter and members of our Promoter Group is not and has never been promoter, director, or person in control of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Except as stated in Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions on pages 223, there are not any conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the company) and the Company, Promoter and Promoter Group.Except for the business relationship that may exist between the Company, Promoters and Promoter Group and the lessor of the immovable properties, (crucial for operations of the company), there are no conflict of interest between the lessor and the Company, Promoters and Promoter Group.

Our Promoter Group

In addition to our Promoters, individuals and entities that form part of the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:

A. Individuals forming part of our Promoter Group

The individuals forming a part of our Promoter Group are as follows:

Relationship with the Promoters	Vishal Agarwal	Dharmendra Mohandas Goyal	Sunita Dharmendra Goyal	Varesh Goyal	Pooja Agarwal
Father	Late. Rajendraprasad Agarwal	Mohandas Goyal	Late K.C.Poddar	Dharmendra Mohandas Goyal	Bimal Kedia
Mother	Kusumdevi Agarwal	Late. Vimala Goyal	Santosh Poddar	Sunita Dharmendra Goyal	Usha Kedia
Sister	-	Arunima Agarwal	Twinkle Adukia	Aditi Goyal	Shraddha Goel
Brother	-	Mukul Goyal	Pawan Poddar	-	Shlok Kedia
			Pankaj Poddar	-
Daughter	-	Aditi Goyal	Aditi Goyal	-	-
Son	Raghav Agarwal Madhav Agarwal	Varesh Goyal	Varesh Goyal	-	Raghav Agarwal Madhav Agarwal
Spouse	Pooja Agarwal	Sunita Dharmendra Goyal	Dharmendra Mohandas Goyal	-	Vishal Agarwal
Spouses Father	Bimal Kedia	Late K.C.Poddar	Mohandas Goyal	-	Late. Rajendraprasad Agarwal
Spouses Mother	Usha Kedia	Santosh Poddar	Late. Vimala	-	Kusumdevi
			Goyal		Agarwal
Spouses Sister(s)	Shraddha Goel	Twinkle Adukia	Arunima Agarwal	-	-
Spouses	Shlok Kedia	Pawan Poddar	Mukul Goyal	-	-
Brother(s)		Pankaj Poddar		-	-

B. The entities forming a part of our Promoter Group

S. No.	Entities
1.	Poddar Tubes and Pipes Limited
2.	Ram Krupa Properties Private Limited
3.	Kedia Paper Industries Private Limited
4.	Singular Health Private Limited
5.	Arohi Eye Care Foundation
6.	Ginni Gopal Boards Private Limited
7.	Pack N Print Packaging Private Limited
8.	Shree Nagani Silk Mills Private Limited
9.	Himtex Textiles Private Limited
10.	SRM Fibers Private Limited
11.	SRM Spinners Limited
12.	Siddhartha Super Spinning Mills Limited
13.	Amodkumar Agrawal HUF
14.	Kailashprasad Chiranjilal HUF
15.	Sandeep Adukia HUF
16.	Pawan Kailash Poddar HUF
17.	Rajendra Prasad Agarwal HUF
18.	Vishal Agarwal HUF
19.	Bimal Kedia HUF
20.	Anurag Goel HUF
21.	Pankaj Kailash Poddar HUF
22.	Pawan Metals
23.	SKP Enterprises

OUR GROUP COMPANY

In terms of the SEBI ICDR Regulations, and the applicable accounting standards (Accounting Standard 18 and Indian

Accounting Standard 24), "group companies" in relation to the disclosure in Offer Documents, our Company shall include (i) the companies (other than our Subsidiaries and Promoter, as applicable) with which there were related party transactions, in accordance with AS 18, as disclosed in the Restated Financial Information; and (ii) such other companies as considered material by our Board pursuant to the materiality policy.

With respect to (ii) above, our Board in its meeting held on December 11, 2025 has approved that such companies that are a part of the promoter group (as defined in the SEBI ICDR Regulations) with which there were transactions in the most recent financial year and stub period, if any, to be included in the Offer Documents ("Test Period"), which individually or in the aggregate, exceed 10% of the total Revenue from Operations of our Company for the Test Period, shall also be classified as group companies.

Accordingly, based on the parameters outlined above, as on the date of this Red Herring Prospectus, our Company has identified and considered the following as our Group Company.

1. Ram Krupa Properties Pvt Ltd

2. SRM Spinners Limited

3. Siddhartha Super Spinning Mills Limited

Details of Our Group Company

1. Ram Krupa Properties Private Limited

Corporate Information:

Ram Krupa Properties Private Limited having CIN U70200MH2001PTC130951 was incorporated on February 22, 2021. The registered office of the company is situated at A-104 Gokul Arcadesubhash Road Vile Parle (East), Mumbai - 400057, Maharashtra, India

Financial Information:

Certain financial information derived from the audited financial statements of Ram Krupa Properties Private Limited for Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 as required by the SEBI ICDR Regulations, is available on our website at www.shreedharspinners.com.

2. SRM Spinners Limited

Corporate Information:

SRM Spinners Limited having CIN U17290RJ2012PLC040425 was incorporated on October 17, 2012. The registered office of the company is situated at M/S SRM Spinners Limited,16Th KM, Stone, NH 79, Village Nanakpura, Mandal (Bhilwara), Bhilwara - 311403, Rajasthan, India

Financial Information:

Certain financial information derived from the audited financial statements of SRM Spinners Limited for Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 as required by the SEBI ICDR Regulations, is available on our website at www.shreedharspinners.com .

3. Siddhartha Super Spinning Mills Limited

Corporate Information:

Siddhartha Super Spinning Mills Limited having CIN U17115HP1980PLC025940 was incorporated on August 13, 1980. The registered office of the company is situated at Siddhartha Super Spinningmills Ltd Vpo Nihla Khera Nalagarh Distt Solan, Himachal Pradesh, India, 174101

Financial Information:

Certain financial information derived from the audited financial statements of Siddhartha Super Spinning Mills Limited for Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 as required by the SEBI ICDR Regulations, is available on our website at www.shreedharspinners.com.

Nature and extent of interest of Our Group Company

In the promotion of our Company

Our Group Company does not have any interest in the promotion of our Company.

In the properties acquired by our Company in the past three years before filing this Red Herring Prospectus or proposed to be acquired by our Company

Our Group Company is not interested in the properties acquired by us in the three years preceding the filing of this Red Herring Prospectus or proposed to be acquired by us as on the date of this Red Herring Prospectus.

In transactions for acquisition of land, construction of building and supply of machinery, etc.

Our Group Company is not interested in any transactions for the acquisition of land, construction of building or supply of machinery, except in ordinary course business and as disclosed in "Restated Financial Information

Annexure XXXIX: Statement of Related Parties & Transactions" on page 223.

Common pursuits among our Group Company and our Company

Except as disclosed in "Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions" on page 223". Our Group Company is not involved in any kind of common pursuits with our Company or other Group Companies as on the date of this Red Herring Prospectus.

Related business transactions within and significance on the financial performance of our Company

Except transaction as disclosed in "Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions" on page 223 which are in ordinary course of business, our Group Company is not involved in any related business transaction with our Company as on the date of this Red Herring Prospectus.

Litigation

Except as mentioned in the chapter titled "Outstanding Litigations and Material Developments" on page 223 of this Red Herring Prospectus, there is no pending litigation involving our Group Company which will have a material impact on our Company.

Business and other interest of our Group Company

Except in the ordinary course of business and as stated in "Restated Financial Information Annexure XXXIX:

Statement of Related Parties & Transactions" on page 223, none of our Group Company have any business interest in our Company.

Other Confirmations

None of our Group Companies have any securities listed on any stock exchange in India or abroad. Further, none of our Group Companies have made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Red Herring Prospectus.

Except as stated in Restated Financial Information Annexure XXXIX: Statement of Related Parties & Transactions on pages 223, there are not any conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the company) and the Company and our Group Companies.

There is no conflict of interest between the lessor of the immovable properties that are crucial for the operations of the Company and our Group Company or their respective directors.